DIRECTORS' REPORT

Your Directors have pleasure in presenting the 32^nd Annual Report of ICICI Bank Limited (ICICI Bank/the Bank) along with the audited financial statements for the year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The financial performance for fiscal 2026 is summarised in the following table:

DIVIDEND

Your Bank has a consistent dividend payment history. Your Bank’s Dividend Distribution Policy is based on the profitability and key financial metrics, capital position and requirements and the regulations pertaining to the payment of dividend. The Board of Directors has recommended a dividend of ' 12.00 per equity share for the year ended March 31, 2026.

APPROPRIATIONS

The Bank has appropriated accumulated profit as follows:

¹    Represents an amount transferred to Investment Fluctuation Reserve (IFR) on net profit on sale of available-for-sale (AFS) and fair value through profit and loss (FVTPL) including held-for-trading (HFT) investments during the period. The amount not less than the lower of net profit on sale of AFS and FVTPL (including HFT) category investments during the year or net profit for the year less mandatory appropriations is required to be transferred to IFR, until the amount of IFR is at least 2% of the AFS and FVTPL (including HFT) portfolio. The Bank can draw down balance available in IFR in excess of 2% of its AFS and FVTPL (including HFT) portfolio.

²    Represents dividend declared for previous financial year and paid in current financial year.

SHARE CAPITAL

During the year under review, the Bank allotted 36,361,312 equity shares of ' 2.00 each pursuant to exercise of stock options under the ICICI Bank Employees Stock Option Scheme-2000 and 1,823,427 equity shares of ' 2.00 each pursuant to exercise of stock units under the ICICI Bank Employees Stock Unit Scheme-2022.

For details refer to Schedule 1 of the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section 186 of the Companies Act, 2013, except sub-section (1), do not apply to a loan made, guarantee given or security provided by a banking company in the ordinary course of business. The particulars of investments made by the Bank are disclosed in Schedule 8 of the financial statements as per the applicable provisions of the Banking Regulation Act, 1949.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

In June 2025, the Bank approved purchase of up to 2% additional shareholding in ICICI Prudential Asset Management Company Limited (ICICI Pru AMC). Effective December 9, 2025, the Bank's holding in ICICI Pru AMC stood at 53.00%.

ICICI Pru AMC was listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) w.e.f. December 19, 2025.

Effective January 12,    2026, ICICI Pension Fund

Management Limited (ICICI Pension Fund) (formerly known ICICI Prudential Pension Funds Management Company Limited) became a wholly-owned subsidiary of the Bank. There were no entities which became or ceased to be a joint venture of the Bank during fiscal 2026.

In May 2026, Prudential Corporation Holdings Limited proposed a divestment of its current stake of 21.89% in ICICI Prudential Life Insurance Company Limited (ICICI Life), subject to regulatory approvals. The Bank intends to retain its majority shareholding in ICICI Life, ensuring its long-term commitment.

The Bank executed a share purchase agreement for sale of its entire shareholding in the equity shares of FISERV

Merchant Solutions Private Limited on March 29, 2025. The share transfer was completed subsequently on April 17, 2025 and accordingly, it ceased to be an associate of the Bank effective that day.

On June 11, 2025, the Bank executed a share purchase agreement for sale of its entire shareholding in the equity shares of NIIT Institute of Finance Banking and Insurance Training Limited, consequent to which the share transfer was completed and it ceased to be an associate of the Bank effective the same day.

As at March 31, 2026, your Bank had following subsidiaries (including step down subsidiaries) (17) and associate (6) companies:

¹    ICICI Securities Holdings, Inc. is a wholly owned subsidiary of ICICI Securities Limited.

²    ICICI Securities, Inc. is a wholly owned subsidiary of ICICI Securities Holdings, Inc.

³    The entity is a joint venture company, however, it is considered as a subsidiary company in accordance with the provisions of the Companies Act, 2013.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

The performance of subsidiaries and associates and their contribution to the overall performance of the Bank as on March 31, 2026 is given in “Consolidated Financial Statements of ICIG Bank Limited - Schedule 18 - Note 13 - Additional information to consolidated accounts” of this Annual Report. A summary of key financials of the Bank’s subsidiaries is also given in “Statement Pursuant to Section 129 of the Companies Act, 2013” of this Annual Report.

The highlights of the performance of key subsidiaries are given as a part of Management’s Discussion & Analysis under the Section “Consolidated financials as per Indian GAAP”.

The Bank will make available separate audited financial statements of the subsidiaries to any Member upon request. These documents/details will be available on the Bank's website at https://www.icici.bank.in/about-us/ annual and will also be available for inspection by any Member or trustee of the holder of any debentures of the Bank. As required by Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the Bank’s consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries and other consolidating entities.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by the regulators or courts or tribunals impacting the going concern status or future operations of the Bank.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE BANK

There are no material changes and commitments affecting the financial position of the Bank which have occurred between the end of the financial year of the Bank to which the financial statements relate and the date of this Report.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Changes in the composition of the Board of Directors and other Key Managerial Personnel (KMP)

The Board at its meeting held on October 18, 2025 and Members through Postal Ballot on February 25, 2026, approved the appointment of Vijayalakshmi Iyer as an Independent Director for a term commencing from December 1, 2025 to May 31, 2030.

The Board at its meeting held on January 17, 2026, approved the re-appointment of Sandeep Bakhshi as Manging Director & CEO for a further period of two years with effect from October 4, 2026 to October 3, 2028, subject to approval of the Reserve Bank of India (RBI) and Members of the Bank. RBI vide its letter dated May 22, 2026, communicated its approval for the re-appointment. The re-appointment is being proposed in the Notice of the forthcoming AGM through item no. 10.

The Board at its meeting held on January 17, 2026, approved the re-appointment of Ajay Kumar Gupta as Executive Director of the Bank for a further period of two years with effect from November 27, 2026 to November 26, 2028, subject to approval of RBI and Members of the Bank. Approval from RBI is awaited. The re-appointment is being proposed in the Notice of the forthcoming AGM through item no. 11.

The Board had, vide resolution passed by circulation on June 1, 2026, approved the appointment of Ashwani

Bhatia as an Additional (Independent) Director, for a term commencing from June 1, 2026 to May 31, 2031, subject to the approval of Members of the Bank. The appointment is being proposed in the Notice of the forthcoming AGM through item no. 4.

The Board at its meeting held on July 18, 2026, approved the appointment of Mrugank Paranjape as an Additional (Independent) Director, for a term commencing from August 1, 2026 to July 31, 2031, subject to approval of Members. The appointment is being proposed in the Notice of the forthcoming AGM through item no. 5.

The Board at its meeting held on June 29, 2026, approved the re-appointment of Vibha Paul Rishi as an Independent Director for a second term commencing from January 23, 2027 to December 31, 2028, subject to approval of Members, to coincide with the completion of her association with ICICI Group for 10 years. The re-appointment is being proposed in the Notice of the forthcoming AGM through item no. 6.

Pursuant to completion of their second term of office under the Companies Act, 2013, Neelam Dhawan and Radhakrishnan Nair retired as Independent Directors of the Bank on January 11, 2026 and May 1, 2026 respectively. The Board acknowledges the valuable contribution and the guidance provided by them.

As on the date of this report, in terms of Section 203(1) of the Companies Act, 2013, Sandeep Bakhshi, Managing Director & CEO, Sandeep Batra, Executive Director, Rakesh Jha, Executive Director, Ajay Kumar Gupta, Executive Director, Anindya Banerjee, Group Chief Financial Officer and Prachiti Lalingkar, Company Secretary are the Key Managerial Personnel of the Bank.

Declaration of Independence

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 as amended and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations) which have been relied on by the Bank and were placed at the Board Meetings. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and are independent of the Management.

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Sandeep Bakhshi would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Sandeep Bakhshi has offered himself for re-appointment.

AUDITORS

Statutory Auditors

At the AGM held on August 30, 2025, the shareholders had approved the re-appointment of M/s. B S R & Co. LLP, Chartered Accountants and M/s. C N K & Associates LLP, Chartered Accountants, as the joint statutory auditors to hold office from the conclusion of the 31^st AGM till the conclusion of the 33^rd AGM of the Bank, subject to the regulatory approvals as may be necessary or required. For fiscal 2026, their appointment was approved by RBI on May 19, 2025. Necessary approvals are also in place for fiscal 2027.

There are no qualifications, reservation or adverse remarks made by the joint statutory auditors in the audit report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Members at the 31^st AGM held on August 30, 2025 approved the appointment of M/s. Parikh Parekh & Associates (Firm Unique Code. P1987MH010000), Company Secretaries as the Secretarial Auditor of the Bank for a term of five consecutive years commencing from fiscal 2026 to fiscal 2030. The Secretarial Audit Report is annexed herewith as Annexure A. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

The Annual Secretarial Compliance Report, signed by Secretarial Auditor, for fiscal 2026 is available on the website of the Bank at https://www.icici.bank.in/about-us/ disclosures-to-stock-exchanges and on the website of the stock exchanges i.e. BSE at www.bseindia.com and NSE at www.nseindia.com.

Maintenance of Cost Records

Being a banking company, the Bank is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

Reporting of Frauds by Auditors

During the year under review, there were no instances of fraud detected by the statutory auditors/secretarial auditor under Section 143(12) of the Companies Act, 2013.

PERSONNEL

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the annual report and the financial statements are being sent to the Members excluding the aforesaid Annexure. The Annexure is available for inspection and any Member interested in obtaining a copy of the Annexure may write to the Company Secretary of the Bank.

INTERNAL CONTROL AND ITS ADEQUACY

The Bank has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Bank has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999

The Bank has obtained a certificate from its statutory auditors that it is in compliance with the Foreign Exchange Management Act, 1999 provisions with respect to investments made in its consolidated subsidiaries and associates and also for investments by its subsidiaries and associates during fiscal 2026.

RELATED PARTY TRANSACTIONS

The Bank has a Board-approved Group Arm’s Length Policy which requires transactions with the group

companies to be at arm’s length. In order to capitalise on synergies by leveraging the Bank’s widespread branch network for offering pension products, the Board had, at its meeting held on July 19, 2025, approved the proposal to acquire 100% shareholding in ICICI Pension Fund from ICICI Life to make ICICI Pension Fund a wholly-owned subsidiary of the Bank, subject to necessary regulatory approvals and the arms’ length norm was addressed through an independent fair valuation. All other related party transactions between the Bank and its related parties, entered during the year ended March 31, 2026, were on arm’s length basis and were in the ordinary course of business.

The details of material related party transactions at an aggregate level for the year ended March 31, 2026 are given in Annexure B.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, the Bank has filed half yearly reports for the related party transactions with the stock exchanges.

All related party transactions as required under Accounting Standard 18 are reported in note no. 49 of schedule 18 - Notes to Accounts of standalone financial statements and note no. 2 of schedule 18 - Notes to Accounts of consolidated financial statements of the Bank.

During the year, the Related Party Transactions Policy of the Bank was revised to align it with the SEBI Listing Regulations. The Policy is hosted on the website of the Bank and can be viewed at https://www.icici.bank.in/ about-us/other-policies.

Pursuant to the SEBI Listing Regulations, the resolutions seeking approval of the Members on material related party transactions forms part of the Notice of the forthcoming AGM.

ANNUAL RETURN

The Annual Return in Form No. MGT-7 will be hosted on the website of the Bank at https://www.icici.bank.in/ about-us/annual.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations will be hosted on the Bank’s website at https://www.icici.bank.in/about-us/annual. Any Member interested in obtaining a copy of the Report may write to the Company Secretary of the Bank.

The Bank has been releasing the Environmental, Social and Governance Report since fiscal 2020. The Report for fiscal 2026 will be hosted on the Bank’s website at https://www.icici.bank.in/about-us/annual.

INTEGRATED REPORTING

The Bank has adopted the principles of the International Integrated Reporting Framework in its Annual Report since fiscal 2019. For accessing the Report for fiscal 2026, please refer to the Integrated Report section of the Annual Report 2025-26.

RISK MANAGEMENT FRAMEWORK

The Bank’s risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The Board of Directors has oversight on all the risks assumed by the Bank. Specific committees have been constituted to facilitate focused oversight of various risks, as follows:

•    The Risk Committee of the Board reviews, inter alia, risk management policies of the Bank pertaining to credit, market, liquidity, operational, Environmental, Social and Governance, model risk management, framework for early warning signals and red flagging of accounts, outsourcing risks and business continuity management. The Committee also reviews the Risk Appetite and Enterprise Risk Management (ERM) frameworks, Internal Capital Adequacy Assessment Process (ICAAP) and stress testing. The stress testing framework includes a range of Bank-specific market (systemic) and combined scenarios. The ICAAP exercise covers the domestic and overseas operations of the Bank, banking subsidiaries and non-banking subsidiaries. The Committee reviews setting up of limits on any industry or country, the proceedings of Group Risk Management Committee (GRMC) and the activities of the Asset Liability Management Committee. The Committee reviews the level and direction of major risks pertaining to credit, market, liquidity, operational, reputation, technology, information security, compliance, group and capital at risk as a part of the risk dashboard. The Risk Committee also reviews the Liquidity Contingency Plan for the Bank and the various thresholds set out in the Plan.

•    The Credit Committee of the Board, apart from sanctioning credit proposals based on the Bank’s credit approval authorisation framework, reviews

developments in key industrial sectors, the Bank’s exposure to these sectors, non-performing loans, accounts under watch, incremental sanctions, non-fund based exposures, unsecured portfolio, capital market exposures, commercial real estate exposures, retail exposures, exposures to top corporate groups and various other portfolios on a periodic basis.

•    The Audit Committee of the Board, inter alia, provides direction to and monitors the quality of the internal audit function, oversees the financial reporting process and also monitors compliance with inspection and audit reports of RBI, other regulators and statutory auditors. The Audit Committee also exercises oversight on the regulatory compliance function of the Bank.

•    The Asset Liability Management Committee provides guidance for management of liquidity of the overall Bank and management of interest rate risk in the banking book within the parameters laid down by the Board of Directors/Risk Committee.

•    The GRMC oversees the group related risk management activities. GRMC also reviews the risk profile of group entities.

Summaries of reviews conducted by these committees are reported to the Board on a regular basis.

Policies approved from time to time by the Board of Directors/committees of the Board form the governing framework for each type of risk. The business activities are undertaken within this policy framework. Independent groups and subgroups have been constituted across the Bank to facilitate independent evaluation, monitoring and reporting of various risks. These groups function independently of the business groups/subgroups.

The Bank has dedicated groups, namely, the Risk Management Group, Compliance Group, Corporate Legal Group, Internal Audit Group (IAG), Information Security Group and the Financial Crime Prevention Group, with a mandate to identify, assess and monitor all of the Bank’s principal risks in accordance with well-defined policies and procedures. The Risk Management Group is further organised into Credit Risk Management Group, Market Risk Management Group, Operational Risk Management Group, Incident Monitoring and Resolution Group, Model Validation and Technology Risk Management Group. The Group Chief Risk Officer (GCRO) reports to the Risk Committee constituted by the Board which reviews

risk management policies of the Bank. The GCRO, for administrative purposes, reports to an Executive Director of the Bank. The above mentioned groups are independent of all business operations and co-ordinate with representatives of the business units to implement the Bank’s risk management policies and methodologies.

The IAG acts independently and is responsible for evaluating and providing objective assurance on the effectiveness of internal controls, risk management and governance processes within the Bank and suggest improvements. The IAG maintains appropriately qualified personnel to fulfill its responsibilities. It acts as an independent entity and reports to the Audit Committee of the Board.

INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Bank has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The said policy is in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and rules made thereunder. The Bank has complied with provisions relating to the constitution of Internal Committee under the POSH Act.

The details pertaining to number of complaints during the year has been provided below:

(a)    number of complaints filed during the financial year: 103

(b)    number of complaints disposed off during the financial year: 103

(c)    number of complaints pending¹ at end of the financial year: Nil

¹ All complaints received during fiscal 2026 have been closed within the applicable turnaround time.

CORPORATE GOVERNANCE

The corporate governance at ICICI Bank is based on an effective independent Board, the separation of the Board’s supervisory role from the executive management and the constitution of Board committees to oversee critical areas. At March 31, 2026, Independent Directors constituted a

majority on most of the committees and also chaired most of the committees.

I. Philosophy of Corporate Governance

At ICICI Bank, we are committed to maintain the highest standards of governance in the conduct of our business and continuously strive to create lasting value for all our stakeholders. We focus on maintaining comprehensive compliance with the laws, rules and regulations that govern our business and promote a culture of accountability, transparency and ethical conduct across the Bank.

Group Code of Business Conduct and Ethics

The Group Code of Business Conduct and Ethics for Directors and employees of ICICI Group aims at ensuring consistent standards of conduct and ethical business practices across the constituents of ICICI Group. This Code is reviewed on an annual basis and the latest Code is available on the website of the Bank at https://www.icici.bank.in/content/dam/icicibank/ india/managed-assets/revamp-page-images/docs/ pdf/code of business conduct ethics.pdf. Pursuant to the SEBI Listing Regulations, a confirmation from the Managing Director & CEO regarding compliance with the Code by all the Directors and senior management forms part of the Annual Report.

Code of Conduct as prescribed under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

In accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Bank has adopted the Code on Prohibition of Insider Trading.

Material Subsidiaries

In accordance with the requirements of the SEBI Listing Regulations, the Bank has formulated a Policy for determining Material Subsidiaries and the same has been hosted on the website of the Bank at https://www.icici.bank.in/about-us/other-policies.

The Bank does not have any material unlisted subsidiary. ICICI Life is a material listed subsidiary of the Bank in terms of the provisions of the SEBI Listing

¹ Walker Chandiok & Co. LLP completed ten years and retired as the joint statutory auditor of ICICI Life at the conclusion of 26^th AGM of ICICI Life held on June 30, 2026. At the same AGM, Chaturvedi & Co. LLP (Firm Registration No.: 302137E/E300286) had been appointed as one of the joint statutory auditors of ICICI Life to hold office from the conclusion of 26^th AGM of ICICI Life till the conclusion of 30^th AGM of ICICI Life.

Familiarisation Programme for Independent Directors

Independent Directors are familiarised with their roles, rights and responsibilities in the Bank as well as with the nature of the industry and the business model of the Bank through induction programmes at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time. The Directors also participate in various programs/meetings where subject matter experts apprise the Directors on key global trends. The details of the familiarisation programmes have been hosted on the website of the Bank at https://www.icici.bank. in/about-us/bod-1.

Dividend Distribution Policy

In accordance with Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is hosted on the website of the Bank and can be viewed at https://www.icici.bank.in/about-us/other-policies.

Whistle Blower Policy

The Bank has formulated a Whistle Blower Policy, which is periodically reviewed. The policy comprehensively provides an opportunity for any employee (including directors), secondees or stakeholders of the Bank to raise any issue concerning breaches of law, accounting policies or any act resulting in financial or reputation loss and misuse of office or suspected or actual fraud. The policy provides for a mechanism to report such concerns to the Audit Committee through specified channels. The policy has been periodically communicated to the employees and also hosted on the Bank’s intranet. Issues raised under the Whistle Blower Policy are investigated for appropriate action, including an assessment of the impact on financial statements, if any. The Whistle Blower Policy complies with the requirements of vigil mechanism as stipulated under Section 177 of the Companies Act, 2013 and other applicable laws, rules and regulations. The details of establishment of the Whistle Blower Policy/vigil mechanism have been disclosed on the website of the Bank at https://www.icici.bank.in/about-us/other-policiRs.

CEO/CFO Certification

In terms of the SEBI Listing Regulations, the certification by the Managing Director & CEO and Chief Financial Officer on the financial statements and internal controls relating to financial reporting has been obtained.

Details of utilisation of funds

The Bank raised ' 49,450.00 million through issue of unsecured, subordinated, listed, non-convertible, Tier 2, Basel III compliant bonds in the nature of debentures, in tranches, on private placement basis during fiscal 2026. There is no deviation in utilisation of the funds.

Fees to statutory auditors

The details of fees pertaining to services provided by the statutory auditors and entities in the network firm/network entity of which the statutory auditors are a part, to ICICI Bank Limited and its subsidiaries during the year ended March 31, 2026 are given in the following table:

Moody's: Moody's Investors Services S&P: S&P Global Ratings CARE: CARE Ratings Limited, India ICRA: ICRA Limited, India CRISIL: CRISIL Limited, India

During the year, S&P Global Ratings revised the Bank’s credit rating and outlook to “BBB/Stable/A-2” from “BBB-/Positive/A-3”.

Certificate from a Company Secretary in practice

In terms of the SEBI Listing Regulations, the Bank has obtained a Certificate from a Company Secretary in practice that none of the Directors on the Board of the Bank have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority. The Certificate of Company Secretary in practice is annexed herewith as Annexure C.

Board of Directors

ICICI Bank has a broad-based Board of Directors, constituted in compliance with the Banking Regulation Act, 1949, the Companies Act, 2013 and the SEBI Listing Regulations and in accordance with good corporate governance practices. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas.

The Board of the Bank at March 31, 2026 consisted of twelve Directors, out of which eight were Independent Directors and four were Executive Directors.

There were nine meetings of the Board during the year - April 19, June 27, July 19, September 19, October 18 and December 18 in 2025 and January 17, February 26-28 and March 31 in 2026.

There were no inter-se relationships between any of the Directors.

The terms of reference of the Board committees as mentioned above, their composition and attendance of the respective Members at the various committee meetings held during fiscal 2026 are set out below:

II. Audit Committee Terms of Reference

The terms of reference of the Committee, inter alia, includes providing direction to the audit function and monitors the quality of internal and statutory audit. The responsibilities of the Audit Committee include examining the financial statements and auditors’ report and overseeing the financial reporting process to ensure fairness, sufficiency and credibility of financial statements, review of the quarterly and annual financial statements before submission to the Board, review of management’s discussion & analysis, recommendation of appointment, terms of appointment, remuneration and removal of statutory auditors and chief internal auditor, approval of payment to statutory auditors for other permitted services rendered by them, reviewing and monitoring with the management the auditor’s independence

and the performance and effectiveness of the audit process, approval of transactions with related parties or any subsequent modifications and utilization of loans and/or advances from/investment by the Bank in its subsidiaries. The Audit Committee also reviews the functioning of the Whistle-Blower Mechanism, adequacy of internal control systems and the internal audit function, compliance with inspection and audit reports and reports of statutory auditors, findings of internal investigations, management letters/letters on internal control weaknesses issued by statutory auditors/internal auditors, investment in shares and advances against shares. The Audit Committee responsibilities also include reviewing with the management the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for the purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency, monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take steps in this matter, discussion on the

scope of audit with external auditors, examination of reasons for substantial defaults, if any, in payment to stakeholders, valuation of undertakings or assets, evaluation of risk management systems and scrutiny of inter-corporate loans and investments. The Audit Committee is also empowered to appoint/oversee the work of any registered public accounting firm, establish procedures for receipt and treatment of complaints received regarding accounting, internal accounting controls and auditing matters and engage independent counsel as also provide for appropriate funding for compensation to be paid to any firm/advisors. In addition, the Audit Committee also exercises oversight on the regulatory compliance function of the Bank. The Committee also considers and comments on rationale, cost-benefits and impact of schemes involving merger/demerger/ amalgamation etc., on the Bank and its shareholders.

Composition

There were 12 meetings of the Committee during the year - April 16, April 18, June 26, July 16, July 18, August 28, October 16, October 17, December 10 in 2025 and January 15, January 16 and February 21 in 2026. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

III. Board Governance, Remuneration & Nomination Committee

Terms of Reference

The terms of reference of the Committee, inter alia, includes recommending appointments of Directors to the Board, identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment and removal, formulate a criteria for the evaluation of the performance of the Whole-time/Independent Directors and the Board and to extend or continue the term of appointment of Independent Directors on the basis of the report of performance evaluation of Independent Directors,

recommending to the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees, recommending to the Board the remuneration (including performance bonus and perquisites) to Whole-time Directors and senior management personnel. The functions also include approving the policy for and quantum of bonus payable to the members of the staff including senior management and key managerial personnel, formulating the criteria for determining qualifications, positive attributes and independence of a Director, framing policy on Board diversity, framing guidelines for the Employees Stock Option Scheme/Employees Stock Unit Scheme and decide on the grant of options/ units to employees and Whole-time Directors of the Bank and its subsidiary companies.

Composition

There were five meetings of the Committee during the year - April 17, 2025, July 18, 2025, August 05, 2025, October 17, 2025 and January 16, 2026. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

Policy/Criteria for Directors’ Appointment

The Bank, with the approval of Board Governance, Remuneration & Nomination Committee (BGRNC), has put in place a policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director as well as a policy on Board diversity. The policy has been framed based on the broad principles as outlined hereinafter. The Committee evaluates the composition of the Board and vacancies arising in

the Board from time to time. The Committee, while recommending candidature of a Director considers the special knowledge or expertise possessed by the candidate as required under the Banking Regulation Act, 1949. The Committee assesses the fit and proper credentials of the candidate and the companies/ entities with which the candidate is associated either as a director or otherwise and as to whether such association is permissible under RBI guidelines and the internal norms adopted by the Bank. For the above assessment, the Committee is guided by the guidelines issued by RBI in this regard.

The Committee also evaluates the prospective candidate for the position of a Director from the perspective of the criteria for independence prescribed under the Companies Act, 2013 as well as the SEBI Listing Regulations. For a Non-executive Director to be classified as Independent he/she must satisfy the criteria of independence as prescribed and sign a declaration of independence. The Committee reviews the same and determines the independence of a Director.

The Committee based on the above assessments makes suitable recommendations on the appointment of Directors to the Board.

Remuneration policy

The Compensation Policy of the Bank is in line with the RBI circulars and in compliance with the requirements for the Remuneration Policy as prescribed under the Companies Act, 2013. The Policy is divided into the segments, Part A, Part B and Part C where Part A covers the requirements for Whole-time Directors & employees pursuant to RBI guidelines, Part B relates to compensation to Non-executive Directors (other than Government Nominee Director and Non-executive Part-time Chairperson) and Part C relates to compensation to Non-executive Part-time Chairperson. The Compensation Policy is available on the website of the Bank at https://www.icici.bank.in/ about-us/other-policies.

The remuneration payable to Non-executive/ Independent Directors is governed by the provisions of the Banking Regulation Act, 1949, RBI guidelines issued from time to time and the provisions of the Companies Act, 2013 and related rules to the extent these are not inconsistent with the provisions of the Banking Regulation Act, 1949/RBI guidelines.

The remuneration for the Non-executive/Independent Directors (other than Government Nominee Director and Non-executive Part-time Chairperson) consists of sitting fee for attending each meeting of the committee/Board as approved by the Board.

In addition to sitting fee, Non-executive Directors (other than Non-executive Part-time Chairperson and the Government Nominee Director) are also entitled to a fixed remuneration of ' 3,000,000 per annum with effect from February 10, 2024 which has been approved by the Members through Postal Ballot on May 14, 2024.

For the Non-executive Part-time Chairperson, the remuneration, in addition to sitting fee includes such fixed payments as may be recommended by the Board and approved by the Members and RBI, maintaining a Chairperson’s office at the Bank’s expense, bearing expenses for travel on official visits and participation in various forums (both in India and abroad) as Chairperson of the Bank and bearing travel/halting/ other expenses and allowance for attending to duties as Chairperson of the Bank and any other modes of remuneration as may be permitted by RBI through any circulars/guidelines as may be issued from time to time.

For the Non-executive Part-time Chairperson, the Members, through Postal Ballot on May 14, 2024, and RBI have approved the fixed remuneration of ' 5,000,000 per annum with effect from April 1, 2024.

All the Non-executive/Independent Directors would be entitled to reimbursement of expenses for attending Board/committee meetings, official visits and participation in various forums on behalf of the Bank.

Performance evaluation of the Board, Committees and Directors

The Bank, on the recommendation of BGRNC and approval of the Board, has put in place a framework for evaluation of the Board, Directors, Chairperson and Committees.

The evaluations for the Directors, the Board, Chairperson of the Board and the Board level committees is carried out through circulation of different questionnaires. The performance of the Board is assessed on select parameters related to roles, responsibilities and obligations of the Board, relevance of Board discussions, attention to strategic

issues, performance on key areas, providing feedback to executive management and assessing the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The evaluation criteria for the Directors is based on their participation, contribution and offering guidance to and understanding of the areas which were relevant to them in their capacity as members of the Board.

The evaluation criteria for the Chairperson of the Board besides the general criteria adopted for assessment of all Directors, focuses on leadership abilities, effective management of meetings and preservation of interest of stakeholders.

The evaluation of the committees is based on assessment of the clarity with which the mandate of the committee is defined, effective discharge of terms of reference of the committees and assessment

of effectiveness of contribution of the committee’s deliberation/recommendations to the functioning/ decisions of the Board. The Bank has taken effective steps with regards to the action points arising out of performance evaluation process for fiscal 2025. The performance evaluation process for fiscal 2026 was conducted through digital surveys and was completed to the satisfaction of the Board. The Board of Directors also identified specific action points arising out of the overall evaluation which would be executed as directed by the Board.

The evaluation process for Whole-time Directors is further detailed in note no. 54 of Schedule 18 of the financial statements.

Details of Remuneration paid to Executive Directors

The BGRNC determines and recommends to the Board the amount of remuneration, including performance bonus and perquisites payable to Managing Director & CEO and Whole-time Directors.

Perquisites (evaluated as per Income-tax rules, wherever applicable, and otherwise at actual cost to the Bank in other cases) such as the benefit of the Bank’s furnished accommodation, furnishings, club fees, group insurances (medical insurance, life insurance and personal accident insurance), use of car, running and maintenance of cars including drivers, telephone/IT assets at residence or reimbursement of expenses in lieu thereof, payment of income-tax on perquisites by the Bank to the extent permissible under the Income-tax Act, 1961 and rules framed thereunder, leave and leave travel concession, education and other benefits, provident fund, superannuation fund, gratuity and other retirement benefits, in accordance with the scheme(s) and rule(s) applicable from time to time to retired Whole-time Directors of the Bank or the members of the staff. In line with the staff loan policy applicable to specified grades of employees who fulfil prescribed eligibility criteria to avail loans for purchase of residential property, the Whole-time Directors are also eligible for housing loans. The stock options vest in a graded manner over a three-year period, with 30%, 30% and 40% of the grant vesting in each year, commencing from the end of 12 months from the date of the grant. The options so vested are to be exercised within 5 years from the date of vesting.

The Bank does not pay any severance fees to its Managing Director & CEO or to its Whole-time Directors. The tenure of the office of Managing Director & CEO and the Whole-time Directors of the Bank is in the range of two to five years. The appointment is subject to approval of RBI and the Members. The notice period for each of them as specified in their respective terms of appointments is two months.

Neither the Managing Director & CEO nor the Whole-time Directors received any remuneration or commission from any of the subsidiary companies. During fiscal 2026, Sandeep Bakhshi and Sandeep Batra exercised certain stock options of ICICI Life,

subsidiary of the Bank which were granted to them during their employment with ICICI Life. The Bank does not have any holding company.

Remuneration disclosures as required under the RBI Guidelines

The remuneration related disclosures as required under the RBI Guidelines on Compensation of Wholetime Directors/Chief Executive Officers/Material Risk Takers and Control Function staff are disclosed in note no. 54 of Schedule 18 of the financial statements.

Details of Remuneration to Non-executive Directors

Information on the sitting fees and remuneration paid to each Non-executive Director during fiscal 2026 is set out in the following table:

Disclosures required with respect to Section 197(12) of the Companies Act, 2013

The ratio of the remuneration of each director to the median employee’s remuneration and such other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended from time to time.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year

(iii) The percentage increase in the median remuneration of employees in the financial year

The percentage increase in the median remuneration of employees in the financial year was around 12.1%.

(iv)    The number of permanent employees on the rolls of company

The number of employees, as mentioned in the section on ‘Management’s Discussion & Analysis’ is 124,324. Out of this, the employees on permanent rolls of the Bank are 124,029 including employees in overseas locations.

(v)    Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

The average percentage increase made in the salaries of total employees other than the Key Managerial Personnel for fiscal 2026 was around 11.2%, while the average increase in the remuneration of the Key Managerial Personnel was in the range of 0%-5%.

(vi)    Affirmation that the remuneration is as per the remuneration policy of the company

Yes

Particulars of Senior Management Personnel (SMP)

(a) Changes in SMP during fiscal 2026

Madhavi Purandare, Sachin Garg, Samit Upadhyay and Shailendra Jhingan were included in the list of senior management based on the eligibility criteria approved by the Board. Anubhuti Sanghai, Atul Arora, Balaji V.V., Prasanna Balachander, Sanjay Singhvi and Subir Saha were excluded from the list of senior management either owing to their retirement or movement to Group companies.

(b) List of SMP as on March 31, 2026

Anindya Banerjee (Group Chief Financial Officer), Anish Madhavan (Group Chief Compliance Officer), Anuj Bhargava (Head Corporate Banking - Global & Large Corporates), G Srinivas (Group Chief Risk Officer), Hitesh Sachdev (Head - Start Up Engagement and Investments), Madhavi Purandare (Chief Information Security Officer), Nilanjan Sinha (General Counsel), Pankaj Kohli (Head - Business Banking Credit and Process Management), Prabhat Singh (Head - Retail Credit & Process Management, Mortgage Valuation Group), Prachiti Lalingkar (Company Secretary), Rajendra Khandelwal (Group Chief Internal Auditor), Rajesh Rai (Head - Retail & Business Banking), Rohit Poddar (Head - Operations Group), Sachin Garg (Head - Data Science & Analytics Group), Samit Upadhyay (Head - Retail Assets & Debt Service Management Group), Shailendra Jhingan (Head - Treasury And Economic Research), Sidharatha Mishra (Head - Digital Channels & Partnerships and Customer Service), Soumendra Mattagajasingh (Group Chief Human Resources Officer and Head Infrastructure Management & Services Group), Sujit Ganguli (Head - Corporate Brand and Communications), Sumit Sanghai (Head Corporate Banking - Key Sectors, Transaction Banking & Markets Group), Vipul Agarwal (Head - Cards & Payment Solutions) and Vyom Upadhyay (Chief Technology Officer).

IV. Environmental, Social and Governance & Corporate Social Responsibility Committee

The nomenclature of the Corporate Social Responsibility Committee was changed to Environmental, Social and Governance & Corporate Social Responsibility Committee effective December 18, 2025 to align it with its enhanced role and terms.

Terms of Reference

The functions of the Committee includes review of corporate social responsibility (CSR) initiatives undertaken by the ICICI Group including the ICICI Foundation for Inclusive Growth, formulation and recommendation to the Board of a CSR Policy indicating the activities to be undertaken by the Bank

and recommendation of the amount of expenditure to be incurred on such activities, identifying the focus, from among the themes specified in Schedule VII of the Companies Act, 2013, for initiatives to be undertaken by the Bank, reviewing and recommending the annual CSR plan to the Board with details of CSR initiatives and projects and schedule of implementation, making recommendations to the Board with respect to the CSR initiatives, policies and practices of the ICICI Group, monitoring the CSR activities, implementation and compliance with the CSR Policy, reviewing the submissions to be made to the Board with respect to implementation of the annual CSR action plan including the disbursement of funds for the purposes and manner as approved, implementation of on-going projects as per approved timelines and year-wise allocation of funds, any modifications to be suggested to on-going projects, earmarking unspent CSR amount, if any, in subsequent periods as prescribed in the Companies Act, 2013 and suggest deployment of any amount spent in excess of the requirement for set-off in subsequent years, reviewing impact assessment of projects, reviewing and implementing, if required, any other matter related to CSR initiatives as recommended/suggested by RBI or any other body and oversee the Environmental, Social and Governance activities of the Bank.

Composition

There were two meetings of the Committee during the year - June 26, 2025 and December 12, 2025. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

Details about the policy developed and implemented by the Company on CSR initiatives taken during the year

ICICI Bank has a long-standing commitment towards socio-economic development through CSR initiatives. The CSR Policy sets the framework guiding the CSR activities to be undertaken. The CSR activities are primarily in the areas of healthcare, environment and ecology, livelihood and community development including sports, financial literacy and other activities as may be permitted under applicable law. The activities are implemented either directly or through the ICICI Foundation for Inclusive Growth.

The CSR policy was last reviewed in June 2026 and there were no material changes to the CSR policy.

The CSR policy has been hosted on the website of the Bank at https://www.icici.bank.in/about-us/ corporate-social-responsibility.

The Annual Report on the Bank’s CSR activities is annexed herewith as Annexure D.

V. Credit Committee Terms of Reference

The functions of the Committee, inter alia, includes review of developments in key industrial sectors, major credit portfolios and approval of credit proposals as per the authorisation approved by the Board.

Composition

There were 28 meetings of the Committee during the year - April    9, April 23,

April 29, May 14, May 30, June 11, June 18, June 26, July 11, July 29, August 13, August 29, September 10, September 22, September 30, October 10, October 29, November 10, November 19, November 29, December 8, December 17, December 30 in 2025 and January 21, February 4, March 4, March 20 and March 30 in 2026. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

VI. Customer Service Committee Terms of Reference

The functions of this Committee, inter alia, includes review of customer service initiatives, overseeing the functioning of the Standing Committee on Customer Service (Customer Service Council) and evolving innovative measures for enhancing the quality of customer service and improvement in the overall satisfaction level of customers.

Composition

There were four meetings of the Committee during the year - June 10, 2025, September 18, 2025, December 18, 2025 and March 20, 2026. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

VII. Fraud Monitoring Committee Terms of Reference

The Committee monitors and reviews all the frauds involving an amount of ' 30.00 million and above with the objective of identifying the systemic lacunae and suggest mitigating measures for strengthening the internal controls, risk management framework, if any. The functions of this Committee include identifying the reasons for delay in detection of frauds, if any, in reporting to top management of the Bank and RBI. The Committee reviews trends and modus operandi of frauds in all categories and products including retail

and rural assets, liability frauds, payment systems and card frauds. It also reviews root cause analysis of individual fraud cases amounting to ' 5.0 million and above. The status of filing of complaint with law enforcement agencies, progress of investigation and recovery position is also monitored by the Committee. The Committee also ensures that staff accountability is examined at all levels in all the cases of frauds and staff side action, if required, is completed quickly without any delay. The role of the Committee is also to review the efficacy of the remedial action taken to prevent recurrence of frauds including review of transaction monitoring rules as well.

Composition

There were five meetings of the Committee during the year - April 17, 2025, June 11, 2025, July 18, 2025, October 17, 2025 and January 16, 2026. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

VIII. Information Technology Strategy Committee Terms of Reference

The functions of the Committee, inter alia, includes approving the strategy for Information Technology (IT) and policy documents, ensure that IT strategy is aligned with business strategy, review performance with reference to IT & IS key risk indicators including periodic review of such risk indicators, ensure proper balance of IT investments for sustaining the Bank's growth, oversee the aggregate funding of IT at Bank-level, ascertain if the management has resources to ensure the proper management of IT risks, review contribution of IT to business, oversee the activities

of Digital Council, review technology from a future readiness perspective, overseeing key projects progress & critical IT systems performance including review of IT capacity requirements and adequacy and effectiveness of business continuity management and disaster recovery, review of special IT initiatives, review cyber risk, consider the RBI inspection report/ directives received from time to time by the Bank in the areas of information technology and cyber security and to review the compliance of various actionables arising out of such reports/directives as may be deemed necessary from time to time and review deployment of skilled resources within Technology and Information Security function to ensure effective and efficient deliveries.

Composition

There were six meetings of the Committee during the year - April 8, 2025, April 11, 2025, July 11, 2025, October 10, 2025, November 28, 2025 and January 9, 2026. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

IX. Risk Committee Terms of Reference

The functions of the Committee, inter alia, are to review ICICI Bank’s risk management policies pertaining to credit, market, liquidity, operational, outsourcing, Environmental, Social and Governance, model risk management, framework for early warning signals and red flagging of accounts, reputation risks, business continuity plan and disaster recovery plan and approve Broker Empanelment Policy and any amendments thereto. The functions of the Committee also include setting limits on any industry or country, review of the ERM framework, Risk Appetite for the Bank, stress testing framework, ICAAP and

framework for capital allocation; risk dashboard covering various risks, outsourcing activities, the activities of the Asset Liability Management Committee and the proceedings of the Group Risk Management Committee. The Committee also carries out Cyber Security risk assessment. The appointment, removal and terms of remuneration of the Group Chief Risk Officer is subject to review by the Committee. The Committee coordinates its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board of Directors.

Composition

There were 10 meetings of the Committee during the year - April 16, June 10, June 23, July 17, July 30, October 16 in 2025 and January 15, February 21, March 20 and March 31 in 2026. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

X. Stakeholders Relationship Committee Terms of Reference

The functions of the Committee, inter alia, includes approval and rejection of transmission of shares, bonds, debentures, issue of duplicate certificates, allotment of securities from time to time, redressal and resolution of grievances of security holders, delegation of authority for opening and operation of bank accounts for payment of interest/dividend.

Composition

There were five meetings of the Committee during the year - April 17, 2025, July 18, 2025, October 17, 2025, January 16, 2026 and February 26, 2026. The details

of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

Prachiti Lalingkar, Company Secretary of the Bank acts as the Compliance Officer in accordance with the requirements of the SEBI Listing Regulations. 343 investor complaints were received in fiscal 2026. At March 31, 2026, the Bank has attended to all the complaints, however, nine complaints remained unresolved which were subsequently disposed off.

XI.    Review Committee (Gross Principal Outstanding > '750.0 million) for identification & classification of wilful defaulters

Terms of Reference

The function of the Committee is to review the order of the Identification Committee (Gross Principal Outstanding > ' 750.0 million) for identification & classification of wilful defaulters and confirm the same for the order to be considered as final.

Composition

The Managing Director & CEO is the Chairperson of the Committee and any two independent Directors comprise the remaining members. The Committee met on March 25, 2026. The meeting was chaired by Sandeep Bakhshi and Rohit Bhasin and Punit Sood were also in attendance.

XII.    SEPARATE MEETING OF INDEPENDENT DIRECTORS

I n accordance with Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations, Independent Directors should meet at least once in a financial year. During the year, the Independent Directors met on April 19, 2025 without the presence of Non-independent Directors and members of the management, inter alia, to review the

matters statutorily prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

XIII. OTHER COMMITTEES

A meeting of the Committee comprising of all the Independent Directors of the Bank was held on June 27, 2025. The Committee approved the report certifying distribution of fractional share proceeds to the eligible shareholders of ICICI Securities Limited (ICICI Securities) pursuant to the scheme of arrangement for delisting of ICICI Securities under Regulation 37 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.

I n addition to the above, the Board has, from time to time, constituted various committees, namely, Committee of Executive Directors, Executive Investment Committee, Asset Liability Management Committee, Review Committee (Gross Principal Outstanding <=' 750.0 million) for identification & classification of wilful defaulters, Identification Committee (Gross Principal outstanding > ' 750.0 million) for identification & classification of wilful defaulters, Identification Committee (Gross Principal

outstanding <= ' 750.0 million) for identification & classification of wilful defaulters, Committee of Senior Management (comprising certain Wholetime Directors and Executives), Committee of Executives, Compliance Committee, Group Risk Management Committee, Process Approval Committee, Outsourcing Committee, Operational Risk Management Committee, Vigilance Committee, Product Governance Forum and other committees. These committees are responsible for specific areas like asset liability management, approval/renewal of credit proposals, review of group risk management framework, approval of products and processes and management of operational risk, etc., under authorisation/supervision of the Board and its committees.

A framework for effective communication between Those Charged with Governance (TCWG) and the Statutory Auditors, in line with the National Financial Reporting Authority circular has been put in place by the Bank. Towards this, the Audit Committee and Executive Director, Corporate Centre have been designated as TCWG.

Postal Ballot

None of the businesses proposed to be transacted at the ensuing AGM require passing of resolution through postal ballot.

Resolution was passed through postal ballot during fiscal 2026 pursuant to the provisions of Section 110 and other applicable provisions of the Companies Act, 2013. In accordance with the General Circulars issued by the Ministry of Corporate Affairs, the approval of the Members of the Bank was obtained through Postal Ballot only through the remote e-voting process.

Postal Ballot Notice dated January 17, 2026

The details of the resolutions and voting pattern are given below:

XV. Disclosures

1.    There are no materially significant transactions with related parties i.e., directors, management, subsidiaries or relatives conflicting with the Bank’s interests. The Bank has no promoter.

2.    Details of non-compliance by the Bank, penalties or strictures imposed on the Bank by stock exchanges or SEBI or any statutory authority, on any matter relating to capital markets, during the last three years are detailed as under:

(i) RBI had issued a letter of displeasure dated October 14, 2025 to the Bank as a Custodian for permitting one foreign portfolio investor to repatriate the funds prior to the completion of the committed retention period under Voluntary Retention Route in violation of the provisions of Master Direction - Reserve Bank of India (Non-resident Investment in Debt Instruments) Directions, 2025 dated January 7, 2025. The matter was placed before the Audit Committee and a response on action taken was submitted by the Bank to RBI.

(ii)    SEBI vide letter dated March 20, 2025 issued an administrative warning cum advisory letter in respect of the observations identified during the inspection of custodian activities for inter alia, procedural irregularities including delay in certain operational activities and non-reporting of data to SEBI. The Bank, vide its letter dated April 4, 2025, to SEBI, submitted the action taken report on the observations made by SEBI. In addition, the Board of Directors took note of the steps taken by the Bank in this regard and advised to ensure compliance with the instructions issued by SEBI. The same was informed to SEBI by the Bank vide letter dated August 1, 2025.

(iii)    SEBI vide letter dated February 28, 2025 issued an administrative warning cum advisory letter in respect of the observations identified during the inspection of designated depository participant activities for, inter alia, delay/omission in certain reporting obligations to SEBI/depository. The Bank, vide its letter dated March 13, 2025, to SEBI, submitted the action taken report on the observations made by SEBI. In addition, the

Board of Directors took note of the steps taken by the Bank in this regard and advised to ensure compliance with the instructions issued by SEBI. The same was informed to SEBI by the Bank vide letter dated August 1, 2025.

(iv)    SEBI issued an advisory letter on February 4, 2025 to the Bank for delay of one day in filing the quarterly reports in three instances on the SEBI intermediary (SI) portal of Custodian and, inter alia, advised the Bank to adhere to the timelines of regulatory reporting. The Bank has taken adequate steps to strengthen the non-recurrence of such instance.

(v)    SEBI issued an advisory letter on June 27, 2024 to the Bank for delay in updation on the SI portal of Merchant Banker in relation to the appointment of a Director of the Bank. SEBI advised the Bank to be careful in the future and improve compliance standards in order to avoid recurrence of such instances. The Bank has taken adequate steps to strengthen the non-recurrence of such instance.

(vi)    SEBI vide letter dated June 6, 2024 issued an administrative warning to the Bank in respect of the outreach programme undertaken by the Bank regarding the scheme of arrangement for delisting of equity shares of its subsidiary. In furtherance of the directions set out in the warning letter, the Bank filed an intimation with the stock exchanges on June 6, 2024. In addition, the letter issued by SEBI was placed before the Board of Directors who took note of the letter and the action taken by the Bank in this regard. Thereafter, the Bank also submitted relevant extract of the Board discussion to SEBI.

(vii)    SEBI vide letter dated March 30, 2024 issued an administrative warning in respect of the observations identified during the inspection of depository participant activities of the Bank for certain record keeping irregularities. The Bank, vide its letter dated April 6, 2024, to SEBI, submitted the action taken report on the observations made by SEBI. In addition, the Board of Directors took note of the steps taken by the Bank in this regard and advised to ensure compliance with the instructions issued by SEBI.

The same was informed to SEBI by the Bank vide letter dated May 30, 2024.

(viii)    RBI had issued a letter of displeasure dated February 6, 2024 to the Bank as a Custodian with respect to breach of 30:70 limits as stipulated vide RBI circular on Investment by Foreign Portfolio Investor (FPI) in Debt - Review dated June 15, 2018 by one of the FPI. The limit of breach was not voluntary as the long term investment in Non-Convertible Debentures were redeemed due to corporate action by virtue of takeover of the Investee Company by another Company, resulting into limit breach.

(ix)    BSE and NSE had issued letters vide email dated September 28, 2022 and September 27, 2022 respectively, to the Bank, imposing fines of negligible amounts, for delay in submitting the notice of record date in one instance is in contravention of Regulation 60(2) of the SEBI Listing Regulations. The Bank had paid the fines to the stock exchanges and filed letters vide emails dated November 19, 2022 for waiving the said fines. BSE and NSE, vide their letters dated March 31, 2023 and May 15, 2023 respectively, waived the said fines.

3.    In terms of the Whistle Blower Policy of the Bank, no employee of the Bank has been denied access to the Audit Committee.

4.    Being a banking company, the disclosures relating to deposits as required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014, read with Sections 73 and 74 of the Companies Act, 2013, are not applicable to the Bank.

5.    There is no application or proceeding pending against the Bank under the Insolvency and Bankruptcy Code, 2016 during the year under review.

6.    There was no instance of one-time settlement with any other bank or financial institution during the year under review.

7.    The Bank has complied with the provisions of the Maternity Benefit Act, 1961 (as amended from time to time) and the rules made thereunder, including all applicable obligations relating to maternity benefits for eligible employees.

XVI. Means of Communication

It is ICICI Bank’s belief that all its stakeholders should have access to information regarding its position to enable them to accurately assess its future potential. ICICI Bank disseminates information on its operations and initiatives on a regular basis. ICICI Bank‘s website www.icici.bank.in serves as a key awareness facility for all its stakeholders, allowing them to access information at their convenience. It provides comprehensive information on ICICI Bank’s strategy, financial performance, operational performance and the latest press releases.

ICICI Bank’s investor relations personnel respond to specific queries and play a proactive role in disseminating information to both analysts and investors. The information is also disseminated to the NSE, BSE, New York Stock Exchange (NYSE), Securities Exchange Commission (SEC), Singapore Stock Exchange, Japan Securities Dealers Association and SIX Swiss Exchange Ltd. from time to time. In accordance with SEBI and SEC guidelines, all information which could have a material bearing on ICICI Bank’s share price is released through leading domestic and global wire agencies.

The financial and other information and the various compliances as required/prescribed under the SEBI Listing Regulations are filed electronically with NSE/BSE and are also available on their respective websites in addition to the Bank’s website.

ICICI Bank’s quarterly financial results are published in Financial Express and Vadodara Samachar. The financial results, official news releases, earnings call transcripts, audio recording and presentations are also available on the Bank’s website.

The Management’s Discussion & Analysis forms part of the Annual Report.

Dividend Payment Date: Will be paid on or after August 25, 2026

Listing of equity shares/ADSs/Bonds on Stock Exchanges

¹    FII segment of BSE

²    Each ADS of ICICI Bank represents two underlying equity shares

³    Effective January 2, 2026, the Deposit Agreement has been amended to provide voting rights to the ADS holders subject to them demonstrating compliance with the applicable laws of Republic of India (including but not limited to Section 12B of the Banking Regulation Act, 1949 as amended or replaced from time to time). Accordingly the Depositary will exercise the voting rights as instructed by the ADS Holders of the Bank.

The bonds issued in domestic market comprised privately placed bonds as well bonds issued via public issues which are listed on BSE/NSE.

ICICI Bank has paid annual listing fees for the relevant periods to BSE and NSE where its equity shares/ bonds are listed and NYSE where its ADSs are listed.

Listing of other securities

The bonds issued overseas are issued either in public or private placement format. The listed bonds are traded on Singapore Exchange Securities Trading Limited, 2 Shenton Way, #02-02, SGX Centre 1, Singapore 068804 or India International Exchange (IFSC) Limited (India INX), 1st Floor, Unit No. 101, The Signature, Building No. 13B, Road 1C, Zone 1, GIFT SEZ, GIFT City, Gandhinagar, Gujarat-382050 or NSE IX - International Exchange, 1301, Brigade International Financial Centre, GIFT City, Gandhinagar, Gujarat - 382355.

Share Transfer System, Dematerialisation of Shares and Liquidity

As per the SEBI mandate, securities of listed companies can be transferred/traded only in dematerialised form. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialised form. The Bank’s equity shares are actively traded on the stock exchanges.

Pursuant to the various circulars and initiatives introduced by SEBI for facilitating re-lodgement and processing of physical securities documents lodged prior to April 1, 2019, the Bank, in co-ordination with its Registrar to an Issue and Share Transfer Agent (R & T Agent), disseminated communication through appropriate modes including newspaper advertisements, website disclosures and public notices, wherever applicable, to create awareness amongst shareholders regarding the special window and the procedural requirements prescribed by SEBI.

Registrar to an Issue and Share Transfer Agent

KFin Technologies Limited is the R & T Agent for equity shares of the Bank. Investor services related queries/requests/grievances for equity shares may be directed to Ms. C Shobha Anand at the following address:

KFin Technologies Limited Unit: ICICI Bank Limited Selenium Building, Tower-B Plot No. 31 & 32, Financial District Nanakramguda, Serlingampally

Hyderabad 500 032, Rangareddy Telangana, India Tel. No.: +91-040-6716 2222 Toll free No.: 18003094001 E-mail: einward.ris@kfintech.com Website: https://ris.kfintech.com

Investor Support Centre: https://ris.kfintech.com/ cliantsarvicas/invastors/isrs.aspx

Details of other Service Centres of KFin Technologies Limited, R & T Agent for equity shareholders can be viewed at https://www.icici.bank.in/about-us/ investor-contact.

3i Infotech Limited is the R & T Agent for the bonds/ debentures issued by the Bank. Investor services related queries/requests/grievances for bonds/ debentures may be directed to Mr. Vijay Singh Chauhan at the following address:

3i Infotech Limited

International Infotech Park, Tower # 5, 3rd Floor,

Vashi Railway Station Complex, Vashi

Navi Mumbai 400 703, Maharashtra, India

Tel. No.: +91-22-7123 8034/35

E-mail: icicibonds@3i-infotech.com

Website: https://www.3i-infotech.com/investors/

Queries relating to the operational and financial performance of ICICI Bank may be addressed to:

Anindya Banerjee/Abhinek Bhargava

ICICI Bank Limited

ICICI Bank Towers

Bandra-Kurla Complex

Mumbai 400 051

Tel. No.: +91-22-4008 6173

E-mail: ir@icici.bank.in

Details of shares/convertible instruments held by Non-executive Directors

As on March 31, 2026, S. Madhavan and Vibha Paul Rishi (as joint holder) held 5,005 and 330 equity shares of ' 2.00 each respectively.

Disclosure with respect to shares lying in suspense account

The Bank had 92,927 equity shares held by 463 shareholders lying in unclaimed shares suspense account at the beginning of the fiscal 2026. The Bank has been transferring the shares lying unclaimed to the eligible shareholders as and when the request for the same has been received after proper verification. During the year under review, the Bank transferred 67,195 equity shares from unclaimed shares suspense account to Investor Education and Protection Fund (IEPF) as required under IEPF Rules. As on March 31, 2026, 25,732 shares held under 88 folios remained unclaimed in the unclaimed shares suspense account.

Pursuant to the Scheme of Arrangement between ICICI Bank and ICICI Securities and their respective shareholders for delisting the equity shares of

ICICI Securities, the Bank had allotted 56,008,117 equity shares of face value ' 2.00 each to the public shareholders of ICICI Securities in the approved Swap Ratio. Depositories while executing the above corporate action has rejected credit of 149 shares held by 8 shareholders, which were then transferred to “ICICI Bank Limited- Suspense Escrow Demat Account”.

The voting rights on the shares lying in unclaimed shares suspense account shall remain frozen until claimed by the rightful owner.

Transfer of unclaimed dividend and shares to IEPF

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, during fiscal 2026, dividend amount of ' 18.34 million remaining unclaimed for a period of seven years from the date of its transfer to the unpaid dividend accounts of the Bank has been transferred to the IEPF.

Pursuant to Section 124(6) of the Companies Act, 2013 read with the Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016, during fiscal 2026, 1,958,912 equity shares in respect of which the dividend has not

been claimed for seven consecutive years have been transferred to the designated demat account of the IEPF Authority.

Pursuant to the Scheme of Arrangement, the equity shares of ICICI Securities were swapped (in the ratio provided under the Scheme) with that of the Bank. The unclaimed interim dividends of the erstwhile public shareholders of ICICI Securities, however, continues to remain with ICICI Securities even after delisting.

As per the regulatory requirements, ICICI Securities has transferred the unclaimed amount of ' 137,737 and ' 166,071 towards final dividend of fiscal 2018 and interim dividend of fiscal 2019 respectively. Since the underlying shares for these unclaimed interim dividends were swapped with the shares of the Bank pursuant to the Scheme, 673 equity shares and 133 equity shares of the Bank have been transferred to IEPF respectively for final and interim dividend of ICICI Securities.

Members who have not yet encashed their dividend warrant(s) for the financial year ended March 31, 2019 and/or subsequent years are requested to submit their claims to KFin Technologies Limited (R & T Agent for equity shares) without any delay.

The shareholders whose dividend and corresponding equity shares stand transferred to IEPF can claim those dividend and shares from IEPF by making an online application in Form IEPF-5 which is available at https://www.iepf.gov.in.

The Bank continued to undertake various investor service and awareness initiatives during the year in line with various SEBI circulars and Saksham Niveshak Campaign with an objective to strengthen investor protection, promote shareholder awareness and reduce instances of transfer of unclaimed dividends and corresponding shares to the IEPF.

In coordination with the R & T Agent, the Bank carried out periodic identification and review of shareholders whose dividend remained unclaimed or whose folios were deficient in mandatory KYC details. As part of the investor outreach programme, the Bank undertook communication drives through multiple modes including letters, e-mails, website disclosures, social media and newspaper advertisements, wherever considered necessary, to encourage shareholders to update their PAN, bank account details, address,

e-mail ID, mobile number, nomination and specimen signature.

The Bank also sent specific reminders to shareholders whose dividends were approaching due dates for transfer to IEPF under Section 124 of the Companies Act, 2013. Shareholders were advised to claim their pending dividends by completing KYC formalities in order to avoid transfer of such unclaimed dividends and the corresponding equity shares to IEPF.

The Bank remains committed to enhancing shareholder engagement, ensuring regulatory compliance and facilitating seamless investor services through continuous investor education and proactive communication initiatives.

The details of Nodal Officer and Deputy NodaI Officers appointed under the provisions of IEPF are available on the website of the Bank at https://www.icici.bank.in/about-us/invest-relations/ unpaid-unclaimed-dividend.

Outstanding GDRs/ADSs/Warrants or any Convertible instruments, conversion date and likely impact on equity

ICICI Bank has 644.29 million ADS (equivalent to 1,288.57 million equity shares) outstanding, which constituted 18.00% of ICICI Bank’s total equity capital at March 31, 2026. There are no other convertible instruments outstanding as on March 31, 2026.

Commodity price risk or foreign exchange risk and hedging activities

The foreign exchange risk position including bullion is managed within the net overnight open position limit approved by the Board of Directors. The foreign currency assets of the Bank are primarily floating rate linked assets. Wholesale liability raising for foreign currencies takes place in USD or other currencies through bond issuances, bilateral loans and syndicated/club loans as well as refinance from Export Credit Agencies which may be at a fixed rate or floating rate linked. In case of fixed rate long-term wholesale fund raising in USD, the interest rate risk is generally hedged through interest rate swaps wherein the Bank effectively moves the interest payments to a floating rate index to match the asset profile. In case of fund raising in non-USD currencies, the foreign exchange risk is hedged through foreign exchange swaps or currency interest rate swaps.

The extant RBI guidelines do not allow AD Category I banks to take any market positions in commodity related activities. However, the extant guidelines allows bank to import gold and silver in line with the RBI license and selling of imported gold/silver on outright basis to domestic clients or providing gold metal loan to jewellery manufacturers. ICICI Bank provides pricing and hedging of Gold Metal Loan to jewellery customers and such exposures are covered on a back-to-back basis with gold suppliers.

I n view of the above, the disclosure pursuant to the SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 is not required to be given.

Plant Locations - Not applicable

Address for Correspondence

Prachiti Lalingkar

Company Secretary

ICICI Bank Limited

ICICI Bank Towers

Bandra-Kurla Complex

Mumbai 400 051

Tel. No.: +91-22-4008 8900

E-mail: companvsecretarv@icici.bank.in

The Bank is in compliance with requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI Listing Regulations.

The Bank has also complied with the discretionary requirements such as maintaining a separate office for the Chairperson at the Bank’s expense, ensuring financial statements with unmodified audit opinion, separation of posts of Chairperson and Chief Executive Officer and reporting of internal auditor directly to the Audit Committee.

Bank’s Customer Service

The Bank enables customers to avail of services through multiple channels.

• Customer care: Single contact number and e-mail ID to connect with us for all your banking needs and resolution

•    Phone number 1800 1080 (Toll free) and Email: customer.carR@icici.bank.in

•    To know more, visit https://www.icici.bank. in/customer-care

•    Branch: Visit our branch for resolution. Alternatively, drop queries/feedback in the drop box at branches.

•    iMobile: Seek resolution using the iPAL chat bot.

•    Website: Register a request on the Bank’s website. For details, https://www.icici.bank. in/personal-banking/insta-banking/internet-banking/list-of-sarvica-raquasts

Analysis of Customer Complaints

The details required as per the RBI Circular No. CEPD. CO.PRD.Cir.No.01/13.01.013/2020-21 dated January 27, 2021 are disclosed in note no. 57 of Schedule 18 of the financial statements.

COMPLIANCE CERTIFICATE OF THE AUDITORS

ICICI Bank has annexed to this Report, a certificate obtained from the Secretarial Auditor regarding compliance of conditions of corporate governance as stipulated in the SEBI Listing Regulations.

SHARE BASED EMPLOYEE BENEFITS SCHEME(S)

(a) ICICI Bank Employees Stock Option Scheme -2000

I CICI Bank has an Employees Stock Option Scheme - 2000 (Scheme 2000) which was instituted in fiscal 2000 to enable the employees and Wholetime Directors of ICICI Bank and its subsidiaries to participate in future growth and financial success of the Bank. The Scheme 2000 aims at achieving the twin objectives of aligning employee interest to that of the shareholders and retention. Through employee stock option grants, the Bank seeks to foster a culture of long-term sustainable value creation. The Scheme 2000 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the SEBI SBEB & SE Regulations). The options are granted by the BGRNC and noted/approved by the Board as the case may be.

The Scheme 2000 was initially approved by the Members at their meeting held on February 21, 2000 and amended from time to time.

Upto March 31, 2026, the Bank has granted (net of lapsed) 651.25 million stock options from time to time aggregating to 9.10% of the issued equity capital of the Bank at the given date. As per the Scheme 2000, as amended from time to time, the maximum number of options granted to any employee/Director in a year is limited to 0.05% of ICIG Bank’s issued equity shares at the time of the grant, and the aggregate of all such options is limited to 10% of ICICI Bank’s issued equity shares on the date of the grant (equivalent to 716.01 million shares of face value ' 2.00 each at March 31, 2026).

Particulars of options granted by ICICI Bank as on March 31, 2026 are given below:

(b) ICICI Bank Employees Stock Unit Scheme -2022

I CICI Bank has an Employees Stock Unit Scheme -2022 (Scheme 2022) which was instituted in fiscal 2023. The key objectives of the Scheme 2022 are to deepen the co-ownership amongst the (i) mid level and front-line managers, and (ii) employees of the Bank’s select unlisted wholly owned subsidiaries with the following key considerations:

i. to enable employees’ participation in the business as an active stakeholder to usher in

an ‘Owner-Manager’ culture and to act as a retention mechanism;

ii.    to enhance motivation of employees; and

iii.    to enable employees to participate in the long term growth and financial success of the Bank.

The Scheme 2022 is in compliance with the SEBI SBEB & SE Regulations.

Maximum of 100,618,910 units, shall be granted in one or more tranches over a period of seven years from the date of approval of the Scheme 2022 by the shareholders, which shall entitle the Unit holder to one fully paid-up equity share of face value of ' 2.00 of the Bank (as adjusted for any changes in capital structure of the Bank) against each unit exercised and accordingly, up to 100,618,910 equity shares of face value of ' 2.00 each shall be allotted to all eligible employees taken together under the Scheme 2022.

Units granted under the Scheme 2022 shall vest not later than the maximum vesting period of 4 years. Exercise price shall be the face value of equity shares of the Bank i.e. ' 2.00 for each unit (as adjusted for any changes in capital structure of the Bank). The maximum number of units granted to any Eligible Employee shall not exceed 20,000 units in any financial year and 0.14% of the total units available for Grant over a period of seven years from the date of approval of the Scheme 2022 by the shareholders.

Units granted under the Scheme 2022 vest in a graded manner over a three-year period with 30%, 30% and 40% of the grant vesting in each year, commencing from the end of 13 months from the date of grant. Exercise period will not exceed five years from date of vesting of units or such shorter period as may be determined by the BGRNC for each grant.

Besides continuity of employment, vesting shall also be dependent on achievement of certain corporate performance parameter(s) such as:

•    Risk Calibrated Core Operating profit;

•    Provision/asset quality;

•    Other parameters, if any, as the Committee may determine

Particulars of units granted by ICICI Bank as on March 31, 2026 are given below:

Till March 31, 2021, the Bank recognised cost of stock options granted under Scheme 2000, using intrinsic value method. Pursuant to RBI clarification dated August 30, 2021, the cost of stock options/units granted after March 31, 2021 is recognised based on fair value method. The cost of stock options granted up to March 31, 2021 continues to be recognised on intrinsic value method. The Bank uses Black-Scholes model to fair value the options/units on the grant date and the inputs used in the valuation model include assumptions such as the expected life of the share options/units, volatility, risk free rate and dividend yield. The diluted earnings per share (EPS) pursuant to issue of shares on exercise of options/units calculated in accordance with Accounting Standard 20 for the year ended March 31, 2026 was ' 69.20 compared to basic EPS of ' 70.21.

The following table sets forth, for the periods indicated, the key assumptions used to estimate the fair value of options granted.

The weighted average fair value, based on Black-Scholes model, of options granted during the year ended March 31, 2026 was ' 424.14 (year ended March 31, 2025: ' 444.76) and of units granted during the year ended March 31, 2026 was ' 1,328.15 (year ended March 31, 2025: ' 1,120.43). The weighted average exercise price of options granted during the year ended March 31, 2026 was ' 1,356.42 (year ended March 31, 2025: ' 1,052.89).

Risk free interest rates over the expected term of the options/units are based on the government securities yield in effect at the time of the grant. The expected term of an options/units is estimated based on the vesting term as well as expected exercise behavior of the employees who receive the options/units. Expected exercise behavior is estimated based on the historical stock option exercise pattern of the Bank. Expected volatility during the estimated expected term of the options/units is based on historical volatility determined based on observed market prices of the Bank's publicly traded equity shares. Expected dividends during the estimated expected term of the options/units are based on recent dividend activity. The key assumptions for the year ended March 31, 2025 also includes the key assumptions used for

options/units granted to employees of ICICI Securities in accordance with the Scheme of Arrangement.

The detailed disclosures as stipulated under Regulation 14 of the SEBI SBEB & SE Regulations will be hosted on the website of the Bank at https://www.icici.bank.in/about-us/other-policies.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Bank has undertaken various initiatives for energy conservation at its premises. A detailed write up is given in the Environmental, Social and Governance Report of fiscal 2026 which will be available on the website of the Bank at https://www.icici.bank.in/about-us/annual and in the Environment and Sustainability chapter in the Integrated Report section of the Annual Report 2025-26. The Bank has used information technology extensively in its operations; for details refer to the chapter Our Business Strategy in the Integrated Report section of the Annual Report 2025-26. For fiscal 2026, net foreign exchange gain arising on all exchange/derivative transactions of the Bank was ' 54.87 billion and the foreign exchange outgo towards the operating and capital expenditure was ' 7.61 billion.

SECRETARIAL STANDARDS

Your Bank is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) for fiscal 2026.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm:

1.    that in the preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to material departures;

2.    that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit of the Bank for that period;

3.    t hat they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Bank

and for preventing and detecting fraud and other irregularities;

4. t hat they have prepared the annual accounts on a going concern basis;

5.    that they have laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively; and

6.    that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

ICICI Bank is grateful to the Government of India, Reserve Bank of India, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India and overseas regulators for their continued co-operation, support and guidance. ICICI Bank wishes to thank its investors, the domestic and international banking community, rating agencies, depositories and stock exchanges for their support.

ICICI Bank would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation to all the employees whose outstanding professionalism, commitment and initiative have made the organisation’s growth and success possible and continues to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.